CAG amended Form 4: executive vested 111,303 shares; tax-withholdings corrected
Rhea-AI Filing Summary
Conagra Brands executive Thomas M. McGough amended a Form 4 to report multiple transactions in July 2025 involving vested restricted stock units (RSUs) and tax-withheld share disposals. The filing shows 111,303 shares acquired under awards and dividend equivalents, with portions withheld for taxes (total withheld transactions of 48,837 shares across 7/17–7/20/2025). After the reported trades and vesting, Mr. McGough beneficially owned 244,473.67 shares directly and 111,303 indirectly (by trust) plus 400 shares indirectly by spouse, per the amended filing.
The RSUs disclosed were from grants dated 7/19/2023, 7/20/2022, and a long-term incentive plan for fiscal years 2023–2025, with remaining vesting schedules noted for some awards through 7/17/2028. The amendment corrects the number of shares withheld for taxes on 7/19/2025 and 7/20/2025.
Positive
- 111,303 shares acquired via RSU vesting and dividend equivalents indicates realized executive compensation
- Amendment corrects withholding counts for 7/19/2025 and 7/20/2025, improving disclosure accuracy
Negative
- 48,837 shares withheld for taxes reduced the executive's net share increase
- Multiple withholding transactions across 7/17–7/20/2025 required an amended filing, indicating initial reporting errors
Insights
Insider reported significant RSU vesting and tax-withholdings in July 2025.
The filing documents the vesting and settlement of RSUs totaling 111,303 shares acquired through awards and dividend equivalents, reflecting routine executive compensation realization. Several withheld share disposals totaling 48,837 shares were executed to cover taxes, which is a common practice when RSUs vest.
This amended Form 4 corrects prior withholding counts for 7/19/2025 and 7/20/2025, ensuring the public record matches actual post-vesting ownership of 244,473.67 shares directly and 111,303 indirectly by trust.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 46,251 | $0.00 | -- |
| Exercise | Common Stock | 46,251 | $0.00 | -- |
| Tax Withholding | Common Stock | 19,682 | $19.07 | $375K |
| Exercise | Restricted Stock Units | 10,105 | $0.00 | -- |
| Exercise | Common Stock | 10,105 | $0.00 | -- |
| Tax Withholding | Common Stock | 4,422 | $19.07 | $84K |
| Grant/Award | Restricted Stock Units | 50,030 | $0.00 | -- |
| Grant/Award | Common Stock | 55,830 | $0.00 | -- |
| Tax Withholding | Common Stock | 24,733 | $18.97 | $469K |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (1)
- The shares acquired were earned under the Conagra Brands fiscal year 2023-2025 long term incentive plan and include dividend equivalents paid in additional shares of common stock on the earned amount. Shares withheld for taxes. The restricted stock unites ("RSUs") were granted on July 19,2023 and vested 33.33% on each of July 19, 2024 and July 19, 2025, and will vest 33.34% on July 19th, 2026. Each RSU represents the contingent right to receive one share of the Issuer's common stock on the vesting date. The restricted stock units ("RSUs") were granted on July 20, 2022 and vested on July 20, 2025. Each RSU represented the contingent right to receive one share of the Issuer's common stock on the vesting date. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock upon settlement. These restricted stock units will vest 33.33% on 7/17/2026, 33.33% on 7/17/2027, and 33.34% on 7/17/2028.
